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GENERAL SALES CONDITIONS

These are the terms and conditions that apply when purchasing solutions or services from compuBase.

The purpose of these General Terms and Conditions of Sales is to provide a framework for the solutions and services provided by compuBase. These terms and conditions are applicable and agreed as read and accepted for an initial order and any following orders thereafter, unless otherwise modified and agreed by both parties.


1. DATABASE OWNERSHIP – LEGAL PROTECTION

COMPUBASE is the trading name for TECH COM SAS company. COMPUBASE has taken the initiative to create, build, organize and structure a database that is covered by these General Terms and Conditions of Sales.
As the contractor, having handled the development and design of the said database, COMPUBASE is vested with the original title of rights of ownership for this database, in application of the provisions of articles L113-2, paragraph 3, and L341-1 of the French intellectual property code.
Through its investments, COMPUBASE has designed and built an information database for which it has exclusive ownership, in accordance with the provisions of article L341-1 of the French intellectual property code, and whose use it grants under the terms presented below.
In application of article L 342-1 of the French intellectual property code, the Client shall not create situations of public availability of all or part of the information transferred.
For the term of the contract, COMPUBASE shall remain the sole owner of the database.
 

2. ORDERING – DELIVERY - INSTALLATION

2.1 General Provisions (applicable to all types of orders):
COMPUBASE provides the client, for its exclusive use, all or part of its database listing the companies and organizations that conduct business in or for the IT, telecom and network industry.
DATA ONLY, DATA & WEB and OPEN ACCESS agreement: the client acquires the right to use the data delivered for an unlimited period of time.
The database shall be delivered according what is written in the purchase order.
The data acquired and the services to be delivered are specified in the accepted order form.
All challenged delivery must be made within five (5) open days by registered letter with acknowledgment of receipt or via email with a human confirmation by a senior compubase officer. In case of a challenge, the delivered or received database must not be used.
The quantity delivered and invoiced may vary by 5% (more or less), depending on the updates made between the time for determining the target and the delivery date.
The terms of payment to be observed are those stipulated in the invoice.
In application of article L.441-6 of the French commercial code, penalties for delay are due the day following the date of payment printed on the invoice. The interest rate for these penalties shall be the legal interest rate plus five (5) points.
Within a discounted pricing framework, these reductions are solely agreed in accordance with a strict respect for payment deadlines. Where payment is detailed they must be refunded.
Expenses and risks resulting from the use of COMPUBASE on line shall be borne exclusively by the Client.
However, COMPUBASE shall provide the Client, at its request and free of charge, with all information that is useful for using.
In no case whatsoever may COMPUBASE be held liable for damage resulting from the integration of the database or data supplied in the Client’s computer system.
In the case of “force majeure event” or act of God, as defined by the French Cour de cassation COMPUBASE may be unable to deliver; in that case, COMPUBASE shall refund all the funds paid by the client upon acceptance of the order form.
The rights on the data delivered to the client vary according to the type of agreement and the order form attached.
With regards to the purchase of a compuBase online training session, it will be carried out online by a compuBase staff member. If physical training is required by the client transport costs incurred will be met by the purchaser.

2.2 Online access purchase (Article only applicable for Online Purchase or Online subscription)
To access the COMPUBASE online services, the Client must be in possession of a log-in and password and register itself to do so. Registration is subject to acceptance of the Terms of Use of COMPUBASE’s website.
The prices displayed on the sites for each service are in Euros excluding taxes. The definitive price is fixed during the online order process and after the applicable taxes for online services, depending on the Client’s tax and geographical situation.
For French clients, the VAT will apply to online services at the time of the order. On the 1st January 2017 the rate is 20% calculated on the total amount of the order. For any client located outside of France it is recommended to check any import rights and taxes that may apply. In this case the Client will bear the full responsability of declaration and payment of such taxes and rights.
For any European clients, the intracommunity VAT number is mandatory.
Proof of the order price is contained in the order form, saved in PDF format and safely stored on the compubase.biz server. The fixed price is definitive. After the full payment of the whole price the Client will obtain a paid invoice, in PDF format and stored safely on the compubase.biz server.
COMPUBASE may change its prices displayed online at any time.
In order to allow the Client to change its order before validating it definitively, COMPUBASE has created a validation system for the order in three (3) steps. A first display allows the Client to order and visualise its basket; a second display allows the Client to login for the creation of its order form and a third display allows the Client to verify the ordered services and the corresponding information and to consent to these General Terms and Conditions of Sales.
After these three steps, an order form is automatically issued by COMPUBASE, proof the Clients order. This order form will be sent automatically by e-mail to the address provided by the Client during its registration.
The order is considered valid and acknowledged by the reception of the email from compubase.biz by the Client, the email confirming the definitive acknowledgement of the said order; or by the transmission of the order form by COMPUBASE to the Client. This confirmation stands for the effective date of the sales agreement and acceptation by the Client of the General Terms and Conditions of Sales. COMPUBASE may, as a means of proof, keep the coordinates of the Client as well as the email address and IP address used by the Client to order as well as any electronic correspondence that could be linked to this order.
Depending on the type of agreementthe rights for the COMPUBASE on line licenses that give access to the data via the Web vary:
For clients who have chosen an OPEN ACCESS agreement: the license for accessing the database is a license open for one year maximum, subject to available credit.
For clients who have chosen a DATA & WEB agreement: the licenses for accessing the database are renewable on a periodic basis, based on the same terms as those of the update agreement.
Access licenses will be opened within 12 hours of receipt of payment.

2.3 Provisions specific to services missions (Article only applicable to services missions orders)
The client shall provide upon COMPUBASE’S request all information required for the proper execution of its mission.
The duration of the mission is provided by COMPUBASE for indicative purpose only, days are expressed in working days for the corresponding countries.
If, for technical reasons there is an impossibility to realise the mission within the specified duration, COMPUBASE will notify the Client and provide a new schedule.
Any extended duration cannot be considered as grounds for compensation. COMPUBASE cannot be held liable for any damage caused directly or indirectly by any delay in the execution of the mission.
Any delay compared to indicative schedules initially planned cannot be grounds for the cancellation of the mission required by the Client and acknowledged by COMPUBASE.
The Client, shall expressly accept the new schedule or renounce to the delivery. This renouncement shall be quickly notified by unambiguous notice. Otherwise, the Client will owe COMPUBASE the full services ordered. In a case of a renouncement, all fees and processes engaged by COMPUBASE shall be paid by the Client to COMPUBASE.
COMPUBASE shall not be held responsible for any delay in the delivery in the following situations:
  • If the Client:
    • Does not provide the elements in the agreed time.
    • Does not provide the elements in the agreed format.
    • Requires additional works.
    • Does not answer the questions necessary for proper execution of the works.
    • Does not respect the General Terms and Conditions of Sales.
  • In any force majeure event, making the execution of the works impossible.
COMPUBASE shall have the control of its mission. COMPUBASE decides the means necessary (workforce, method, etc.) for the mission and their potential coordination with the Client’s services. COMPUBASE is and shall remain the only judge of the means and the organisation required to accomplish the Client’s ordered mission.

3. ONLINE SOLUTION IMPROVEMENTS – ENHANCEMENTS - UPDATES - (Article only applicable for Online Purchase or Online subscription)

COMPUBASE reserves the right, in the course of the contract, to make any changes it considers will improve the content of the database and the features of the online accesses.
If the Client wishes, it may take out a “subscription” whereby it will regularly receive updates to the data it acquires, according to the terms of the subscription it has contracted.

4. GUARANTEES - LIABILITY

COMPUBASE guarantees the existence of the database, and that the database delivered strictly complies with all the specifications contained in all technical documentation and advertising literature.
The Client bears the burden of proving the existence of non-compliances.
Since COMPUBASE has communicated to the Client, who expressly recognizes this, all useful advice for the use and purpose of the contractual database, COMPUBASE may not be held liable for any direct or indirect damage caused through its use or exploitation.
COMPUBASE may not be held liable for the exactness of the data delivered in its entirety.
Given the specific nature of the database, which contains a large quantity of information collected from a wide variety of sources, and which is liable to constantly change, COMPUBASE shall take every possible measure to supply the Client with precise, reliable information, without however being held to an obligation of result.
COMPUBASE guarantees the originality and the full, non-exclusive enjoyment of the database as the result of a purchase, and for a license, for the term of the license.
Regarding emailing, there are various reasons for e-mails being returned due to technical problems with addressing and receiving (anti-spam filters, full e-mail box, inaccessible servers, protocol errors, mailing errors, blacklist...).
COMPUBASE will not be held responsible for failure to deliver a message, whatever the cause may be.

5. AGENCY OBLIGATIONS (Article only applicable for orders done by an agency action on the agency client behalf)

In the following paragraphs, to avoid any confusion, the Client of the agency is refered to as the “end-customer”
The Client acting as an agency commits to use the database solely on behalf of the end-customer for whom the database was purchased and the name of the end-customer must be communicated to COMPUBASE.
a) End-customer communication
- The agency must communicate the name of its end-customer before COMPUBASE can accept a final purchase order.
- COMPUBASE reserves the right to refuse a purchase order if the end-customer is one of its blacklisted clients or if the client does not work in or for the ICT industry.
 - Purchase orders that do not mention the name of the end-customer will not be able to benefit from the agency discount.
b) Ownership and right of use
- The Client acting as an agency confirms to work for an end-customer that is not the Client’s subsidiary nor part of its own economic group.
- The Client acting as an agency will not use any of the data provided in the framework of this contract, except those specifically requested by the end-customer and will assure respect of the end-customer’s obligations.
c) Information
The agency shall inform COMPUBASE, throughout the term of the contract, of any unauthorized use or infringements of the database.
COMPUBASE reserves the right to decide to engage in legal proceedings.
 

6. CLIENT OBLIGATIONS

In the case of the Client acting as an agency, the term end-customer applies to the Client company of the agency, in other cases, the term Final client and the client define the sole signatory of the contract.
a) Ownership
The Client recognizes COMPUBASE’s full ownership of the database.
b) right of use
The right to use the database is granted non-exclusively by COMPUBASE to the Final Client for its personal use.
This right is inalienable and non-transferable.
The Final Client shall use the data for the exclusive needs of its business activities: Marketing, Sales activities and Analysis.
The Final Client shall not sell the data or have any lucrative or non lucrative activities with the data provided apart from the aforementioned
The Final Client shall not make the database available to third parties
The Final Client shall not publish or have published the information acquired, in any publication or on any Web site
The Final Client shall not use the data for Bus mailing without COMPUBASE permission. Bus Mailing is defined as sending by mail or e-mail or any other mean, advertising or commercial offers from several companies in the same mailing or emailing campaign.
c) Information
The Client shall ensure that these obligations are observed by all its personnel and its subcontractors.
The Client also declares itself to be the owner of hardware that is compatible with the installation and use of the database and software supplied.
Any changes the Client makes to the database are under its own responsibility.
The client shall inform COMPUBASE, throughout the term of the contract, of any unauthorized use or infringements of the database the client may notice.
COMPUBASE reserves the right to decide to engage in legal proceedings.
Legal expenses shall be borne by COMPUBASE, which shall be the recipient of any compensation.
Concerning the supply of e-mail addresses or direct telephone or fax numbers, the Client must check first that the persons contacted agree before using this information for fax-mailing or e-mailing. The Client must comply with any local rules concerning data privacy and is responsible for the use of the data provided.

7. SPECIAL NFTA GUARANTIES

During the first uses of its database, COMPUBASE shall reimburse the Client, according to the terms defined below, for returns by post with the term “not found at this address,” referred to as NFTA.
NFTAs are reimbursed for three (3) times the purchase or rental value of the unit cost for the basic module or rental, with the following reservations: use of the database within 30 days following delivery; return of NFTAs within 3 months following delivery; a single reimbursement per company address; obligation to indicate the COMPUBASE Company Code delivered with the database on the mail printed by the Client; only incorrect company addresses are reimbursed.
Phones NFTAs are reimbursed for one (1) time the purchase or rental value of the unit cost for the basic module or rental.
Fax or e-mail failures are never reimbursed. 

8. INFORMATION FIELDS

As for the information modules, COMPUBASE does not guarantee that all records supplied are filled in completely. Before ordering, the Client may ask what percentage of the record is filled in.

9. CONFIDENTIALITY

The parties shall observe and ensure that their personnel observe the strictest confidentiality concerning anything they may learn when the contractual commitments are made. This confidentiality shall remain in force for two years after the contractual relations end.

10. GDPR & DATA PRIVACY

The client hereby covenants and warranties that it complies with the European Union data privacy laws, more specifically, the 2016/679 General Data Protection Regulation (GDPR) issued by the European Commission.

11. NON-COMPETITION CLAUSE

The Client shall not develop a system or database that competes with that of COMPUBASE based on the data delivered by COMPUBASE, or use the expertise of COMPUBASE employees for any purpose whatsoever, outside the scope of the contractual agreements.

12. LAW & JURISDICTION

These general or special conditions are governed by French law.
Any disputes concerning the interpretation of these conditions or the execution of the contracts concerning COMPUBASE products shall be under the jurisdiction of the Evry courts (91) FRANCE.

For any other information or request regarding data privacy, please visit this page